Elis

Regulatory Filings • Jun 5, 2015

Not for distribution, directly or indirectly, in the United States, Canada, Australia or Japan

Consolidation of Novalis S.A.S. ("Novalis") into Elis

Puteaux, June 5, 2015

Elis today announces the commencement of the winding-up without liquidation (dissolution sans liquidation) of its wholly owned subsidiary Novalis (the "Consolidation"). Subject to customary objection conditions, the Consolidation is expected to be completed in early July 2015, following which Novalis will be dissolved and its assets and liabilities will be assumed by Elis.

Novalis is currently the issuer of its €800 million of 3.000% Notes due 2022 (the "2022 Notes"). In conjunction with the commencement of the Consolidation, Elis and Novalis have entered into a supplemental indenture, pursuant to which Elis will assume all of Novalis's rights and obligations as issuer of the 2022 Notes once the Consolidation has been consummated.

In addition, in connection with the Consolidation, Elis will accede as borrower to the Senior Term and Revolving Facilities Agreement, dated September 2, 2014, and will assume all of Novalis's rights and obligations thereunder once the Consolidation has been consummated.

Contact

Investor Relations:

Nicolas Buron, Investor Relations Director – Phone: +33 1 41 25 46 77 - nicolas.buron@elis.com

Important notice

This document does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.

This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in France. The securities described herein have not been offered and will not be offered or sold, directly or indirectly, to the public in France. The securities may only be offered or sold in France to qualified investors (investisseurs qualifiés) and/or to providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers), all as defined in and in accordance with Articles L. 411-1, L. 411-2, D. 411-1, D. 411-4, D. 744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier.

In member states of the European Economic Area which have implemented Directive 2003/71/EC (as amended) (the "Prospectus Directive"), this press release and any offer if made subsequently are directed exclusively at persons who are "qualified investors" and act for their own account within the meaning of the Prospectus Directive and any relevant implementing measures in the relevant member state.

This press release is not an invitation nor an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). This press release is directed only at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iv) other persons to whom this document may be lawfully communicated (all persons listed in (i), (ii), (iii) and (iv) above being referred to as "Relevant Persons"). The securities described herein are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents.

Joint-stock corporation governed by an Executive Board and a Supervisory Board Registered capital of 1.140.061.670 euros – # RCS: 499 668 440 Nanterre

The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.